SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)of
The Securities Exchange Act of 1934
Date of Report: November 15, 1999
COLORADO MEDTECH, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-12471 84-0731006
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(State or other jurisdiction (Commission File I.R.S. Employer
of incorporation) Number) Identification No.)
6175 Longbow Drive
Boulder, Colorado 80301
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(Address, including zip code, of principal executive offices)
(303) 530-2660
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(Registrant's telephone number,
including area code)
Item 2. Acquisition or Disposition of Assets.
On November 15, 1999, Colorado MEDtech, Inc. acquired CIVCO Medical
Instruments Co., Inc. pursuant to a Plan and Agreement of Share Exchange by and
among Colorado MEDtech, Inc., CIVCO Medical Instruments Co., Inc. and Victor
Wedel. CIVCO, a privately held company located in Kalona, Iowa, is a designer
and manufacturer of specialized medical products for ultrasound imaging
equipment and procedures and for minimally invasive surgery equipment and
procedures. Pursuant to the Plan and Agreement of Share Exchange, Colorado
MEDtech acquired all of the outstanding shares of CIVCO, as well as its Kalona
facility, from Victor Wedel, for consideration consisting of 736,324 shares of
Colorado MEDtech, Inc. common stock. The number of shares of common stock issued
by Colorado MEDtech was determined based upon a negotiated value of $15.00 per
share.
CIVCO's business focuses on supplying innovative product design,
manufacturing, distribution and support to the world's leading imaging original
equipment manufacturers (OEMs). CIVCO's annualized revenues are approximately
$10 million and it employs approximately 95 people. The CIVCO business will
remain at its current location and will operate as a subsidiary of Colorado
MEDtech. Charles Klasson will continue as President of CIVCO.
The description of the Agreement contained herein is qualified in its
entirety by reference to the Agreement which is attached hereto as Exhibit 2.1,
and incorporated herein by reference.
Item 7. Financial Statement and Exhibits.
(a) Financial Statements of Businesses Acquired.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required by
Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements will be filed by amendment to this Form 8-K no later than sixty days
after the date this report must be filed.
(b) Pro forma financial information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required by
Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial statements
will be filed by amendment to this Form 8-K no later than sixty days after the
date this report must be filed.
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(c) Exhibits.
No. Description
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2.1 Plan and Agreement of Share Exchange dated November 15, 1999, by and
among Colorado MEDtech, Inc., CIVCO Medical Instruments Co., Inc., and
Victor Wedel. As permitted by Item 601(b)(2), Exhibits and Schedules
listed in the Plan and Agreement of Share Exchange have been omitted,
but will be provided to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED, this 29/th/ day of November, 1999.
COLORADO MEDTECH, INC.
By: /s/ John V. Atanasoff
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John V. Atanasoff II
Chief Executive Officer
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